Indemnification; Exoneration (a) In addition to amounts payable as elsewhere provided in this ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS"). These Business Rules define the terms and conditions governing the legal relationship between the. Limiting Executives activities in his employment by the counterparty Looking for mutual indemnification provisions are quite common in many contracts! In this way, an indemnity clause is a risk management tool. Example 3: Nexus phrases in employment agreements. 2021 11 29. Why are indemnity clauses misused? All about once and for all from any and all suits and claims arising out of any.! Parent shall notify each Holder promptly of any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a Proceeding) of which Parent is aware in connection with the transactions contemplated by this Agreement. My name is Amir and I'm the owner of this blog. I've found it very easy to use. Indemnification clauses are agreements made within contracts that are used to shift liability between parties, indemnify, or not hold accountable, a party for certain acts for which they might otherwise be held accountable. mutual indemnification clause law insider. An indemnification clause is your promise to cover the losses of the other party, usually your client's, if you cause them harm or cause a third party to sue them. The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Companys Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. An indemnification clause (sometimes referred to as an indemnity clause or a hold harmless clause) is a provision in a contract that establishes when and to what extent one party will assume liability for the losses of another. November 4, 2022 0 Comments 0 Comments This type of agreement is often used when one business partner wants to protect another against any potential liability arising from their actions or omissions. Third-party claims. Northfield Activities, Suite 300 Also commonly referred to as a "hold harmless" clause, an indemnification clause creates a contractual agreement in which one party to a business relationship agrees to reimburse the other party for any losses or damages. Liability Exculpation and Indemnification Liability. Tags: Party weight: Neutral These provisions require one party to assume responsibility for third party claims made against the other party, and they're very commonly used in construction contracts. Also, there are many states that do not allow indemnification provisions allowing for a party to claim punitive damages. I'm a lawyer and expert blogger proud of serving millions of viewers on this blog. Afterpattern will live on as PatternBuilder, a part of NetDocuments. Indemnity clauses may include any, or all, of three distinct obligations, including to (1) indemnify, (2) defend, and (3) hold harmless the client. Additional filters are available in search. Lisa: Hi, I'm Lisa Sommer Devlin, I'm an attorney that represents hotels and resorts regarding convention and group-related matters. The Company and StartEngine agree to indemnify and hold each other harmless from and against any and all claims, demands, losses, causes of action, damages, lawsuits, judgments, including attorney 's fees and costs, to the extent caused by or arising out of or relating to the work, errors, omissions and/or . Blogger proud of serving millions of viewers on this blog, I recommend you look into the rule, risk Of serving millions of viewers on this blog means that its reciprocal between the contracting parties from and! Dealer shall indemnify, defend, and hold harmless Company, its partners, agents and employees, and their respective successors and assigns of, for, from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines and expenses, including, but not limited to, reasonable attorneys fees and costs, to the extent resulting from or arising out of (a)any wrongful or negligent act, error, or omission committed by Dealer or its employees, (b)the failure of Dealer to observe and comply with any state or federal law or regulation applicable to the business conducted by Dealer pursuant to this Agreement, and (c)the material breach by Dealer of any of the terms of this Agreement. Indemnity Implied by Georgia Law State law indemnity is a remedy implied under common law or statute and arises out of obligations imposed through a preexisting relationship (O.C.G.A. in connection with the execution of the Stockholders Agreement, the parties to the Insider Letters desire to terminate the lock-up provisions contained in Section 5 of the Insider Letters and replace . Indemnification by Parent Parent shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, its directors, officers, agents and employees, each person or entity who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act of 1934, as amended (the Exchange Act)), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys fees) and expenses (collectively, Losses), as incurred, arising out of any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable Securities, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding a Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such Holder expressly for use therein. ), Indiana Secretary of State Business Search (Step-By-Step), How To Start A Business In New Hampshire [Step-By-Step Ultimate Guide], Mutual Indemnification Clause (Meaning And Example: You Must Know), A mutual indemnification clause is a contractual clause found in many contracts and nearly all commercial agreements, The clause is mutual as it obligates both parties to the contract, Indemnification means that a party agrees to compensate the other for financial losses resulting from its breach or violation of the terms of the agreement, Its important to clearly negotiate the scope of the mutual indemnification contractual clause to ensure that you are not broadly indemnifying the other party, Why Is A Mutual Indemnity Clause Important, How Does Mutual Indemnification Provision Work, Due Diligence Period (Explained: All You Need To Know), Clawback Provision (What It Is And How It Works: All You Need To Know), What Is A Special Purpose Entity (All You Need To Know), Caused by the other partys breach of contract, Make sure to exclude events when the other partys conduct caused the claim or legal expense, Limit your indemnification obligations to acts of gross negligence or willful misconduct to elevate the bar, Put a limit on how much you will indemnify, Put a time limit on how much time the other party has to notify of a claim before losing the right, To replace the infringing software with a non-infringing one, To compensate the client for any business losses resulting from it inability to use the software, To find a third party application with similar features and functionalities at the cost of the vendor. Indemnification - General The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the date hereof and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the date hereof. Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, Losses), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, Proceedings) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering. Sometimes also referred to as & quot ; indemnities & quot ; that its reciprocal between contracting. An indemnity in a contract is a promise by one party to compensate the other party for loss or damage suffered by the other party during contract performance. Indemnification clauses allow a contracting party to: Customize the amount of risk it is willing to undertake in each transaction and with every counterparty. Attorney Tyler Q. Dahl has experience helping business owners with every phase of the business life cycle. When Is a Hold Harmless Clause Used? In the event of a Claim Against You, or if We reasonably believe the Xxxx.xxx Services may infringe or misappropriate, We may in our discretion and at no cost to You (i) modify the Xxxx.xxx Services so that they no longer infringe or misappropriate, without breaching Our warranties under Our Warranties above, (ii) obtain a license for Your continued use of the Xxxx.xxx Services in accordance with this Agreement, or (iii) terminate Your right to use such Xxxx.xxx Services upon 30 days written notice and refund You any prepaid fees covering the remainder of the applicable Xxxx.xxx Service term after the effective date of termination. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause to be maintained in effect the provisions in the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or in such documents of any successor thereto) regarding indemnification, exculpation and expense advancement in effect as of immediately prior to the Effective Time, and, during such six (6) year period, shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was a Company Indemnified Party, except as required by applicable Law. Such clauses may allow for mutual indemnification, wherein both parties will compensate . 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